Document ZBpwyXgVLpgj5J519QBKwLp87

PLAINTIFF'S EXHIBIT SX0408605 THE DOW CHEMICAL COMPANY PURCHASE ORDER / CONTRACT / CONTRACT RELEASE DOW-2497 LUMP SUM P.O. 7605572-P009 COMMITMENT DATE 02-06-89 CONFIRMED TO MIKE TERRY ***** D0 NOt DUPLICATE ***** VENDOR (409-265-4709) INDUSTRIAL SPECIALISTS INC ATTN: MIKE TERRY P 0 BOX 1630 LAKE JACKSON TX 77566 MAIL DUPLICATE INVOICES TO: 02/09/89 DOW CHEMICAL COMPANY TEXAS OPERATIONS CONTRACTOR PAYABLE, APB BUILDING FREEPORT TX 77541 DELIVER TO DOW CHEMICAL COMPANY LUMP SUM P.O. 7605572-P009 RECEIVING B401, TEXAS OPERATIONS DEL TO: L R BRADEN JR/A-1146 FREEPORT TX 77541 BUYER: H M JOHNSTON 409-238-2098 SHIPPING DATE: 02-09-89 PAYMENT TERMS: RECEIPT INVOICE PLUS 15 DAYS MODE OF TRANSPORT: NOT APPLICABLE DELIVERY TERMS: NOT APPLICABLE FRT TERMS: SHIP FROM: DFI NOT APPLICABLE W/0 COST CTR 1 1183 100.00 LED SUF-AC SUBF SOURCE-1 251 SOURCE-2 612 LOG EXPEDITOR: H M JOHNSTON REQUISITION NUMBER: 07605572 REQUISITIONER: L R BRADEN JR DEPARTMENT: PROJECT/CONTRA BLDG: A-1146 409-238-4851 ***CONFIRMING ORDER. DO NOT DUPLICATE** IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THAT CERTAIN CONTINUING CONTRACT DATED 04-01-85. ITEM QUANTITY UNIT ITEM CODE DESCRIPTION LOC 1 1.000 SHIPPING DATE LOT 02-09-89 FURNISH LABOR, MATERIALS, TOOLS AND EQUIPMENT FOR MISC. ASBESTOS REMOVAL AT A-1500, PLANT A, IN ACCORDANCE WITH JOB SPECIFICATIONS M101-1183A40, DATED JANUARY 19, 1989 AND M101A-1183A40, DATED JANUARY 26, 1989. WORK SHALL BE COMMENCED WITHIN TWENTY- PAGE L R BRADEN JR A-1146 RTrunRRnR ST0 4 08606 C- rv TERMS AND CONDITIONS 1. THIS order and performance hereunder is to be construed according to the laws of the state from which THIS OROER ISSUES AS SHOWN BY THE AODHESS OF BUYER WHICH IS PRINTED ON THE FACE OF THIS ORDER. 2. BUYER RESERVES RIGHT TO CANCEL ANY PORTION OR ALL OF THIS ORDER IF ANY SHIPMENT IS NOT MADE AS SPECIFIED. 3. NO CHARGE WILL e ALLOWED FOR HANDLING. PACKING, CRATING. ORAYAGE OR STORAGE WITHOUT THE WRITTEN PERMISSION CF BUYER. 4. ANY GOODS OR MATERIAL OELIVEBED IN EXCESS OF AMOUNT CALLED FOR ON THIS ORDER, OR ANY DEFECTIVE MATERIAL MAY BE REFUSED ANO RETURNED AT EXPENSE OF SELLER. 5. THIS PURCHASE ORDER FORM MAY BE USED IN CONNECTION WITH PURCHASE RELEASES UNDER FORMAL WRITTEN CONTRACTS ANO, IN SUCH CASES, THE CCNTRACT TERMS SHALL PREVAIL IF INCONSISTENT WITH EITHER TERMS HEREIN CR THE ACKNOWLEDGEMENT HEREOF, UNLESS OTHERWISE SPECIFICALLY AGREED UPON :N WRITING. 6. SHIPMENT OF ANY PART OF THIS OROER WITHOUT WRITTEN ACCEPTANCE CONSTITUTES ACCEPTANCE OF ORDER AND ITS CONDITIONS BY SELLER. 7. SELLER 5HALL NOT ASSION THIS ORDER, OR ANY PART THEREOF. WITHOUT CONSENT OF BUYER. SUCH CONSENT SHALL NOT RELEASE SELLER FROM ITS OBLIGATIONS ANO LIABILITIES. 3. PAYMENT FOR THE GOODS UNDER THIS OROER SHALL NOT CONSTITUTE ACCEPTANCE THEREOF. ALL MATERIALS SHALL BE RECEIVED SUBJECT TO INSPECTION AND REJECTION BY BUYER. DEFECTIVE MATERIAL OR MATERIAL NOT IN ACCORDANCE WITH SPECIFICATIONS OF BUYER MAY BE HELD FOR INSPECTION BY SELLER AND AT RISK ANO EXPENSE OF SELLER. IF INSTRUCTIONS ARE NOT RECEIVED WITHIN FIFTEEN (151 DAYS AFTER NOTICE OF REJECTION, GOODS MAY BE RETURNED OR SOLD FOR ACCOUNT ANO AT EXPENSE OF SELLER. NO GOOCS RETURNED AS DEFECTIVE SHALL BE REPLACED WITHOUT THE WRITTEN PERMISSION OF BUYER. 9. IF MATERIAL IS FURNISHED BY BUYER TO SELLER OR DESIGNEE OF SELLER IN CONNECTION WITH THIS ORDER, SELLER SHALL BE SOLELY RESPONSIBLE FOR ALL SUCH MATERIAL. 10. NEITHER PARTY SHALL BE LIABLE FOR DELAYS OR DEFAULTS DUE TO ACTS OF GOD, ACTS OF GOVERNMENTAL AUTHORITY, ACTS OF PUBLIC ENEMY. WAR, FIRES, FLOODS, EPIDEMICS, STRIKES, LABOR TROUBLES, OR CAUSES OR CONTINGENCIES REASONABLY BEYOND ITS CONTROL, BUT THIS PARAGRAPH SHALL NOT PREVENT BUYER FROM CANCELLING IN ACCORDANCE WITH PARAGRAPH 2 HEREOF. 11. SELLER WARRANTS GOODS FURNISHED HEREUNDER SHALL BE OF THE QUALITY AND SPECIFICATIONS STATED HEREIN, AND FREE FROM ALL OEFECTS IN OESICN, WORKMANSHIP, AND MATERIALS. 12. SELLER WARRANTS THAT THE GOODS COVERED BY THIS ORDER ARE PRODUCED AND SOLD FREE OF PATENT INFRINGEMENTS. 13. NO WAIVER OF OR EXCEPTION TO ANY OF THE TERMS, CONDITIONS OR PROVISIONS CONTAINED IN THI5 OROER SHALL BE VALID UNLESS SPECIFICALLY AGREED TO IN WRITING. NO WAIVER OF A BREACH OF ANY PROVISION OF THIS ORDER SHALL CONSTITUTE A WAIVER OF ANY OTHER BREACH, OR OF SUCH PROVISION. 14. THIS OFFER IS EXPRESSLY LIMITEO TO THE TERMS AND CONDITIONS CONTAINED HEREIN. ANY ADDITIONAL OR CONFLICTING TERMS AND CONDITIONS CONTAINED IN ANY ACKNOWLEDGMENT OF THIS OFFER SHALL HAVE NO EFFECT. 15. THIS ORDER MUST NOT BE FILLED AT HIGHER PRICES THAN LAST QUOTED BUYER WITHOUT NOTICE TO BUYER AND ACCEPTANCE. 16. SELLER WARRANTS THAT IT IS IN COMPLIANCE WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS, RULES AND REGULATIONS. 17. SELLER MUST INCLUDE AN ITEMIZED PACKING LIST WITH EACH SHIPMENT. SHOWING INDIVIDUAL ITEM NUMBERS AS THEY APPEAR ON THIS ORDER. 18. ANY INVOICES BEARING TRANSPORTATI ON CHARGES MUST BE SUPPORTED WITH ORIGINAL RECEIPTED TRANSPORTATION BILLS SHOWING WEIGHT AND RATE. 19. IN THE EVENT THAT THE PERFORMANCE BY SELLER HEREUNDER REQUIRED ENTRANCE ON OR INTO PREMISES OF BUYER, SELLER SHALL COMPLY WITH ALL SAFETY RULES AND REGULATIONS OF BUYER. AND SELLER FURTHER AGREES THAT IT WILL PROTECT, INDEMNIFY AND SAVE HARMLESS BUYER FROM ANY ANO ALL CLAIMS. DEMANDS AND CAUSES OF ACTION OF EVERY KINO ANO CHARACTER MAOE AGAINST BUYER BY SELLER OR ANY EMPLOYEE OR AGENT OF SELLER, BECAUSE OF INJURY OR ALLEGED INJURY (INCLUDING DEATH) OR DAMAGE OR ALLEGED DAMAGE TO PROPERTY OF SELLER OR ITS EMPLOYEE OR AGENT OCCURING IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE BY SELLER HERE UNDER, HOWEVER CAUSED. FORM: PURCBK IDENTIFIER 8334 RTrunaRfiR ST04086Q7 I* ^ THE DOW CHEMICAL COMPANY PURCHASE ORDER / CONTRACT / CONTRACT RELEASE COMMITMENT NUMBER 7605572 LUMP SUM P.O. VENDOR INDUSTRIAL SPECIALISTS INC ITEM QUANTITY UNIT ITEM CODE 1 **** CONTINUED **** DESCRIPTION 02/09/89 ONE CALENDAR DAYS AFTER DATE OF ORDER AND SHALL BE COMPLETED AS SCHEDULED BY DOW FIELD REPRESENTATIVE. FEE APPLICABLE TO PARAGRAPH 6.01 (C) UNDER ARTICLE VI OF DOW'S CONTRACT FORM ---------- 50 /.. FIELD WORK IS NOT TO BEGIN UNTIL AN AVO HAS BEEN ISSUED BY J. F. MCCREARY, BUILDING A-802, PHONE 238-3489. TAKES REMITTED BY CONTRACTOR ON LUMP SUM PORTION ONLY. ANY ADDITIONAL COST PLUS WORK - DO NOT TAX - DOW WILL REMIT TAX DIRECT PAY AUTHORIZATION //3-00001-7597-3 PAGE L R BRADEN JR A-1146 ST0408607 r : L--- ST 0408608 TERMS AND CONDITIONS 1. THIS ORDER AND PERFORMANCE HEREUNDER IS TO BE CONSTRUED ACCORDING TO THE LAWS OF THE STATE FROM WHICH THIS OROER ISSUES AS SHOWN BY THE ADDRESS OF BUYER WHICH IS PRINTED ON THE FACE OF THIS ORDER. 2. BUYER RESERVES RIGHT TO CANCEL ANY PORTION OR ALL OF THIS ORDER IF ANY SHIPMENT IS NOT MADE AS SPECIFIED. 3. NO CHARGE WILL BE ALLOWED FOR HANDLING, PACKING. CRATING. DRAYAGE OR STORAGE WITHOUT THE WRITTEN PERMISSION OF BUYER. 4. ANY GOODS OR MATERIAL DELIVERED IN EXCESS OF AMOUNT CALLED FOR ON THIS ORDER, OR ANY DEFECTIVE MATERIAL MAY BE REFUSED AND RETURNED AT EXPENSE OF SELLER. 5. THIS PURCHASE OROER FORM MAY BE USED IN CONNECTION WITH PURCHASE RELEASES UNDER FORMAL WRITTEN CONTRACTS AND, IN SUCH CASES, THE CONTRACT TERMS SHALL PREVAIL IF INCONSISTENT WITH EITHER TERMS HEREIN OR THE ACKNOWLEDGEMENT HEREOF, UNLESS OTHERWISE SPECIFICALLY AGREED UPON IN WRITING. 6. SH'PMENT OF ANY PART OF THIS ORDER WITHOUT WRITTEN ACCEPTANCE CONSTITUTES ACCEPTANCE OF ORDER AND ITS COND1 - i ON5 BY SELLER. 7. SELLER SHALL NOT ASSIGN THIS ORDER, OR ANY PART THEREOF. WITHOUT CONSENT OF BUYER SUCH CONSENT SHALL NOT RELEASE SELLER FROM ITS OBLIGATIONS AND LIABILITIES. 8. PAYMENT FOR THE GOOOS UNDER THIS OROER SHALL NOT CONSTITUTE ACCEPTANCE THEREOF ALL MATERIALS SHALL BE RECEIVED SUBJECT TO INSPECTION AND REJECTION BY BUYER. DEFECTIVE MATERIAL OR MATERIAL NOT IN ACCORDANCE WITH SPECIFICATIONS OF BUYER MAY BE HELD FOR INSPECTION BY SELLER AND AT RISK AND EXPENSE OF SELLER. IF INSTRUCTIONS ARE NOT RECEIVED WITHIN FIFTEEN 115) DAYS AFTER NOTICE OF REJECTION, GOOOS MAY BE RETURNED OR SOLD FOR ACCOUNT AND AT EXPENSE OF SELLER. NO GOODS RETURNED AS DEFECTIVE SHALL BE REPLACED WITHOUT THE WRITTEN PERMISSION OF BUYER. 9. IF MATERIAL IS FURNISHED BY BUYER TO SELLER OR DESIGNEE OF SELLER IN CONNECTION WITH THIS ORDER, SELLER SHALL BE SOLELY RESPONSIBLE FOR ALL SUCH MATERIAL. 10. NEITHER PARTY SHALL BE LIABLE FOR DELAYS OR DEFAULTS DUE TO ACTS OF GOD, ACTS OF GOVERNMENTAL AUTHORITY, ACTS OF PUBLIC ENEMY, WAR. FIRES, FLOODS, EPIOEMICS. STRIKES. LABOR TROUBLES, OR CAUSES OR CONTINGENCIES REASONABLY BEYOND ITS CONTROL, BUT THIS PARAGRAPH SHALL NOT PREVENT BUYER FROM CANCELLING IN ACCORDANCE WITH PARAGRAPH 2 HEREOF. 11 SELLER WARRANTS GOODS FURNISHED HEREUNDER SHALL BE OF THE QUALITY ANO SPECIFICATIONS STATEO HEREIN, AND FREE FROM ALL DEFECTS IN DESIGN, WORKMANSHIP, AND MATERIALS. 12. SELLER WARRANTS THAT THE GOODS COVERED BY THIS ORDER ARE PRODUCED AND SOLD FREE OF PATENT INFRINGEMENTS. 13. NO WAIVER OF OR EXCEPTION TO ANY OF THE TERMS, CONDITIONS OR PROVISIONS CONTAINED IN THIS ORDER SHALL BE VALID UNLESS SPECIFICALLY AGREED TO IN WRITING. NO WAIVER OF A BREACH OF ANY PROVISION OF THIS ORDER SHALL CONSTITUTE A WAIVER OF ANY OTHER BREACH. OR OF SUCH PROVISION. 14. THIS OFFER IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS CONTAINED HEREIN. ANY ADDITIONAL OR CONFLICT NG TERMS ANO CONDITIONS CONTAINED IN ANY ACKNOWLEDGMENT OF THIS OFFER SHALL HAVE NO EFFECT. 15 THIS ORDER MUST NOT BE FILLED AT HIGHER PRICES THAN LAST QUOTED BUYER WITHOUT NOTICE TO BUYER AND ACCEPTANCE. 15. SELLER WARRANTS THAT IT IS IN COMPLIANCE WITH ALL APPLICABLE FEDERAL. STATE AND LOCAL LAWS. RULES AND REGULATIONS. 17. SELLER MUST INCLUDE AN ITEMIZED PACKING LIST WITH EACH SHIPMENT, SHOWING INDIVIDUAL ITEM NUMBERS AS THEY APPEAR ON THIS ORDER. 18. ANY INVOICES BEARING TRANSPORTATION CHARGES MUST BE SUPPORTED WITH ORIGINAL RECEIPTED TRANSPORTATION BILLS SHOWING WEIGHT AND RATE. 19. IN THE EVENT THAT THE PERFORMANCE BY SELLER HEREUNDER REQUIRED ENTRANCE ON OR ;NTO PREMISES OF BUYER, SELLER SHALL COMPLY WITH ALL SAFETY RULES AND REGULATIONS OF BUYER. AND SELLER FURTHER AGREES THAT IT WILL PROTECT INDEMNIFY AND SAVE HARMLESS BUYER FROM ANY ANO ALL CLAIMS, DEMANDS AND CAUSES OF ACTION OF EVERY KIND ANO CHARACTER MADE AGAINST BUYER BY SELLER OR ANY EMPLOYEE OR AGENT OF SELLER, BECAUSE OF INJURY OR ALLEGED NJURY (INCLUDING DEATH) OR DAMAGE OR ALLEGED DAMAGE TO PROPERTY CF SELLER OR ITS EMPLOYEE OR AGENT OCCURING IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE BY SELLER HERE UNDER. HOWEVER CAUSED. FORM PURCBK IDENTIFIER: 8334 ST0408608